BARNES & NOBLE EDUCATION, INC. | |||||||||||||||||
(Exact name of registrant as specified in its charter) | |||||||||||||||||
Delaware | 1-37499 | 46-0599018 | |||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
120 Mountainview Blvd., Basking Ridge, NJ 07920 | |||||||||||||||||
(Address of principal executive offices)(Zip Code) | |||||||||||||||||
Registrant’s telephone number, including area code: | (908) 991-2665 |
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Not Applicable | |||||||||||||||||
(Former name or former address, if changed since last report) |
Title of Class | Trading Symbol | Name of Exchange on which registered | ||||||||||||
Common Stock, $0.01 par value per share | BNED | New York Stock Exchange |
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Use of Non-GAAP Financial Information - Adjusted Earnings, Adjusted EBITDA, and Free Cash Flow |
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To supplement the Company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”) the Company uses the financial measures of Adjusted Earnings, Adjusted EBITDA, and Free Cash Flow, which are non-GAAP financial measures under Securities and Exchange Commission (the "SEC") regulations. We define Adjusted Earnings as net income (loss) adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense and (3) income taxes, (4) as adjusted for items that are subtracted from or added to net income (loss). We define Free Cash Flow as Cash Flows from Operating Activities less capital expenditures, cash interest and cash taxes. |
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These non-GAAP measures have been reconciled to the most comparable financial measures presented in accordance with GAAP as follows: the reconciliation of Adjusted Earnings to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Free Cash Flow to Cash Flows from Operating Activities. All of the items included in the reconciliations are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance. |
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These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company's use of these non-GAAP financial measures may be different from similarly named measures used by other companies, limiting their usefulness for comparison purposes. | |||||||||||||||||||||||
We review these non-GAAP financial measures as internal measures to evaluate our performance at a consolidated level to manage our operations. We believe that these measures are useful performance measures which are used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that these non-GAAP financial measures provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as they exclude certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted Earnings and Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. We believe that Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements and assists investors in their understanding of our operating profitability and liquidity as we manage the business to maximize margin and cash flow. |
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The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K dated April 27, 2024 filed with the SEC on July 1, 2024, which includes consolidated financial statements for each of the three years for the period ended April 27, 2024, April 29, 2023, and April 30, 2022 (Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively). The Company also urges investors to carefully review the financial information included as part of the Company’s Quarterly Report on Form 10-Q for the period ended July 27, 2024, filed with the SEC on September 10, 2024. We do not provide a reconciliation of forward-looking non-GAAP financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding GAAP metric. |
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Media & Investor Contact: | ||
Kevin Watson | ||
Executive Vice President | ||
Chief Financial Officer | ||
kwatson@bned.com |
13 weeks ended | ||||||||||||||
July 27, 2024 | July 29, 2023 | |||||||||||||
Sales: | ||||||||||||||
Product sales and other | $ | 250,926 | $ | 252,650 | ||||||||||
Rental income | 12,505 | 11,511 | ||||||||||||
Total sales | 263,431 | 264,161 | ||||||||||||
Cost of sales (exclusive of depreciation and amortization expense): | ||||||||||||||
Product and other cost of sales | 209,425 | 207,014 | ||||||||||||
Rental cost of sales | 6,800 | 6,513 | ||||||||||||
Total cost of sales | 216,225 | 213,527 | ||||||||||||
Gross profit | 47,206 | 50,634 | ||||||||||||
Selling and administrative expenses | 67,023 | 77,476 | ||||||||||||
Depreciation and amortization expense | 13,057 | 10,253 | ||||||||||||
Loss on extinguishment of debt (a) |
55,233 | — | ||||||||||||
Restructuring and other charges (a) |
3,618 | 4,633 | ||||||||||||
Operating loss | (91,725) | (41,728) | ||||||||||||
Interest expense, net | 7,618 | 8,254 | ||||||||||||
Loss from continuing operations before income taxes | (99,343) | (49,982) | ||||||||||||
Income tax expense (benefit) | 136 | (11) | ||||||||||||
Loss from continuing operations | $ | (99,479) | $ | (49,971) | ||||||||||
Loss from discontinued operations, net of tax of $0 and $20, respectively | $ | — | $ | (417) | ||||||||||
Net Loss | $ | (99,479) | $ | (50,388) | ||||||||||
Loss per common share: | ||||||||||||||
Basic and Diluted: | ||||||||||||||
Continuing operations | $ | (7.36) | $ | (18.87) | ||||||||||
Discontinued operations | $ | — | $ | (0.16) | ||||||||||
Total Basic and Diluted Earnings per share | $ | (7.36) | $ | (19.03) | ||||||||||
Weighted average common shares outstanding - Basic and Diluted | 13,511 | 2,648 | ||||||||||||
13 weeks ended | ||||||||||||||
July 27, 2024 | July 29, 2023 | |||||||||||||
Percentage of sales: | ||||||||||||||
Sales: | ||||||||||||||
Product sales and other | 95.3 | % | 95.6 | % | ||||||||||
Rental income | 4.7 | % | 4.4 | % | ||||||||||
Total sales | 100.0 | % | 100.0 | % | ||||||||||
Cost of sales (exclusive of depreciation and amortization expense): | ||||||||||||||
Product and other cost of sales (a) |
83.5 | % | 81.9 | % | ||||||||||
Rental cost of sales (a) |
54.4 | % | 56.6 | % | ||||||||||
Total cost of sales | 82.1 | % | 80.8 | % | ||||||||||
Gross profit | 17.9 | % | 19.2 | % | ||||||||||
Selling and administrative expenses | 25.4 | % | 29.3 | % | ||||||||||
Depreciation and amortization expense | 5.0 | % | 3.9 | % | ||||||||||
Loss on extinguishment of debt |
21.0 | % | — | % | ||||||||||
Restructuring and other charges | 1.4 | % | 1.8 | % | ||||||||||
Operating loss | (34.9) | % | (15.8) | % | ||||||||||
Interest expense, net | 2.9 | % | 3.1 | % | ||||||||||
Loss from continuing operations before income taxes | (37.8) | % | (18.9) | % | ||||||||||
Income tax expense (benefit) |
0.1 | % | — | % | ||||||||||
Loss from continuing operations | (37.9) | % | (18.9) | % | ||||||||||
July 27, 2024 | July 29, 2023 | ||||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 8,212 | $ | 7,657 | |||||||
Receivables, net | 154,405 | 140,858 | |||||||||
Merchandise inventories, net | 395,272 | 384,185 | |||||||||
Textbook rental inventories | 10,320 | 6,860 | |||||||||
Prepaid expenses and other current assets | 33,152 | 59,012 | |||||||||
Total current assets | 601,361 | 598,572 | |||||||||
Property and equipment, net | 48,264 | 64,438 | |||||||||
Operating lease right-of-use assets | 241,852 | 283,096 | |||||||||
Intangible assets, net | 87,828 | 107,413 | |||||||||
Other noncurrent assets | 25,930 | 17,298 | |||||||||
Total assets | $ | 1,005,235 | $ | 1,070,817 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 266,304 | $ | 275,380 | |||||||
Accrued liabilities | 75,713 | 89,792 | |||||||||
Current operating lease liabilities | 147,839 | 150,917 | |||||||||
Total current liabilities | 489,856 | 516,089 | |||||||||
Long-term deferred taxes, net | 1,306 | 1,836 | |||||||||
Long-term operating lease liabilities | 132,200 | 171,154 | |||||||||
Other long-term liabilities | 15,553 | 23,016 | |||||||||
Long-term borrowings | 221,916 | 277,663 | |||||||||
Total liabilities | 860,831 | 989,758 | |||||||||
Commitments and contingencies | — | — | |||||||||
Stockholders' equity: | |||||||||||
Preferred stock, $0.01 par value; authorized, 5,000 shares; issued and outstanding, none |
— | — | |||||||||
Common stock, $0.01 par value; authorized, 200,000 shares; issued, 26,235 and 553 shares, respectively; outstanding, 26,208 and 527 shares, respectively |
262 | 553 | |||||||||
Additional paid-in-capital | 922,744 | 746,724 | |||||||||
Accumulated deficit | (756,046) | (643,744) | |||||||||
Treasury stock, at cost | (22,556) | (22,474) | |||||||||
Total stockholders' equity | 144,404 | 81,059 | |||||||||
Total liabilities and stockholders' equity | $ | 1,005,235 | $ | 1,070,817 | |||||||
Consolidated Adjusted Earnings (non-GAAP) (a) - Continuing Operations |
13 weeks ended | |||||||||||||
July 27, 2024 | July 29, 2023 | |||||||||||||
Net loss from continuing operations | $ | (99,479) | $ | (49,971) | ||||||||||
Reconciling items (below) | 57,988 | 5,590 | ||||||||||||
Adjusted Earnings (non-GAAP) | $ | (41,491) | $ | (44,381) | ||||||||||
Reconciling items | ||||||||||||||
Loss on extinguishment of debt (b) |
$ | 55,233 | $ | — | ||||||||||
Restructuring and other charges (c) |
3,618 | 4,633 | ||||||||||||
Stock-based compensation expense (non-cash) |
(863) | 957 | ||||||||||||
Reconciling items (d) |
$ | 57,988 | $ | 5,590 | ||||||||||
Consolidated Adjusted EBITDA (non-GAAP) (a) - Continuing Operations |
13 weeks ended | |||||||||||||
July 27, 2024 | July 29, 2023 | |||||||||||||
Net loss from continuing operations | $ | (99,479) | $ | (49,971) | ||||||||||
Add: | ||||||||||||||
Depreciation and amortization expense | 13,057 | 10,253 | ||||||||||||
Interest expense, net | 7,618 | 8,254 | ||||||||||||
Income tax expense (benefit) | 136 | (11) | ||||||||||||
Loss on extinguishment of debt (b) |
55,233 | — | ||||||||||||
Restructuring and other charges (c) |
3,618 | 4,633 | ||||||||||||
Stock-based compensation expense (non-cash) |
(863) | 957 | ||||||||||||
Adjusted EBITDA (Non-GAAP) - Continuing Operations | $ | (20,680) | $ | (25,885) | ||||||||||
13 weeks ended | |||||||||||
July 27, 2024 | July 29, 2023 | ||||||||||
Net cash flows used in operating activities | $ | (143,992) | $ | (119,858) | |||||||
Less: | |||||||||||
Capital expenditures (b) |
3,470 | 4,219 | |||||||||
Cash interest paid | 4,732 | 5,534 | |||||||||
Cash taxes (refund) paid | 204 | 345 | |||||||||
Free Cash Flow (non-GAAP) | $ | (152,398) | $ | (129,956) | |||||||
Capital Expenditures | 13 weeks ended | ||||||||||
July 27, 2024 | July 29, 2023 | ||||||||||
Physical store capital expenditures | $ | 1,964 | $ | 2,205 | |||||||
Product and system development | 1,160 | 1,763 | |||||||||
Other | 346 | 251 | |||||||||
Total Capital Expenditures | $ | 3,470 | $ | 4,219 | |||||||
Use of Non-GAAP Financial Information - Adjusted Earnings, Adjusted EBITDA, and Free Cash Flow |
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To supplement the Company’s condensed consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), the Company uses the financial measures of Adjusted Earnings, Adjusted EBITDA, and Free Cash Flow, which are non-GAAP financial measures under Securities and Exchange Commission (the "SEC") regulations. We define Adjusted Earnings as net income (loss) adjusted for certain reconciling items that are subtracted from or added to net income (loss). We define Adjusted EBITDA as net income (loss) plus (1) depreciation and amortization; (2) interest expense and (3) income taxes, (4) as adjusted for items that are subtracted from or added to net income (loss). We define Free Cash Flow as Cash Flows from Operating Activities less capital expenditures, cash interest and cash taxes. |
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These non-GAAP measures have been reconciled to the most comparable financial measures presented in accordance with GAAP as follows: the reconciliation of Adjusted Earnings to net income (loss); the reconciliation of consolidated Adjusted EBITDA to consolidated net income (loss); and the reconciliation of Free Cash Flow to Cash Flows from Operating Activities. All of the items included in the reconciliations are either (i) non-cash items or (ii) items that management does not consider in assessing our on-going operating performance. |
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These non-GAAP financial measures are not intended as substitutes for and should not be considered superior to measures of financial performance prepared in accordance with GAAP. In addition, the Company's use of these non-GAAP financial measures may be different from similarly named measures used by other companies, limiting their usefulness for comparison purposes. | |||||||||||||||||||||||
We review these non-GAAP financial measures as internal measures to evaluate our performance at a consolidated level to manage our operations. We believe that these measures are useful performance measures which are used by us to facilitate a comparison of our on-going operating performance on a consistent basis from period-to-period. We believe that these non-GAAP financial measures provide for a more complete understanding of factors and trends affecting our business than measures under GAAP can provide alone, as they exclude certain items that management believes do not reflect the ordinary performance of our operations in a particular period. Our Board of Directors and management also use Adjusted EBITDA at a consolidated level as one of the primary methods for planning and forecasting expected performance, for evaluating on a quarterly and annual basis actual results against such expectations, and as a measure for performance incentive plans. We believe that the inclusion of Adjusted Earnings and Adjusted EBITDA results provides investors useful and important information regarding our operating results, in a manner that is consistent with management’s evaluation of business performance. We believe that Free Cash Flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements and assists investors in their understanding of our operating profitability and liquidity as we manage the business to maximize margin and cash flow. |
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The Company urges investors to carefully review the GAAP financial information included as part of the Company’s Form 10-K dated April 27, 2024 filed with the SEC on July 1, 2024, which includes consolidated financial statements for each of the three years for the period ended April 27, 2024, April 29, 2023, and April 30, 2022 (Fiscal 2024, Fiscal 2023, and Fiscal 2022, respectively). The Company also urges investors to carefully review the financial information included as part of the Company’s Quarterly Report on Form 10-Q for the period ended July 27, 2024, filed with the SEC on September 10, 2024. We do not provide a reconciliation of forward-looking non-GAAP financial metrics, because reconciling information is not available without an unreasonable effort, such as attempting to make assumptions that cannot reasonably be made on a forward-looking basis to determine the corresponding GAAP metric. |
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13 weeks ended | ||||||||||||||
July 27, 2024 | July 29, 2023 | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
Net loss | $ | (99,479) | $ | (50,388) | ||||||||||
Less: Loss from discontinued operations, net of tax | — | (417) | ||||||||||||
Loss from continuing operations | (99,479) | (49,971) | ||||||||||||
Adjustments to reconcile net loss from continuing operations to net cash flows from operating activities from continuing operations: | ||||||||||||||
Depreciation and amortization expense | 13,057 | 10,253 | ||||||||||||
Amortization of deferred financing costs | 2,417 | 1,244 | ||||||||||||
Loss on extinguishment of debt | 55,233 | — | ||||||||||||
Deferred taxes | 17 | (3) | ||||||||||||
Stock-based compensation expense | (863) | 957 | ||||||||||||
Changes in operating lease right-of-use assets and liabilities | (3,691) | 721 | ||||||||||||
Changes in other long-term assets and liabilities, net | 2,446 | 4,056 | ||||||||||||
Changes in other operating assets and liabilities, net: | ||||||||||||||
Receivables, net | (50,295) | (48,346) | ||||||||||||
Merchandise inventories | (51,235) | (61,206) | ||||||||||||
Textbook rental inventories | 22,672 | 23,489 | ||||||||||||
Prepaid expenses and other current assets | 315 | (12,168) | ||||||||||||
Accounts payable and accrued liabilities | (34,586) | 11,116 | ||||||||||||
Changes in other operating assets and liabilities, net | (113,129) | (87,115) | ||||||||||||
Net cash flows used in operating activities from continuing operations | (143,992) | (119,858) | ||||||||||||
Net cash flows used in operating activities from discontinued operations | — | (3,266) | ||||||||||||
Net cash flow used in operating activities | $ | (143,992) | $ | (123,124) | ||||||||||
Cash flows from investing activities: | ||||||||||||||
Purchases of property and equipment | $ | (3,470) | $ | (4,219) | ||||||||||
Net change in other noncurrent assets | 223 | 78 | ||||||||||||
Net cash flows used in investing activities from continuing operations | (3,247) | (4,141) | ||||||||||||
Net cash flows provided by investing activities from discontinued operations | — | 21,395 | ||||||||||||
Net cash flow (used in) provided by investing activities | $ | (3,247) | $ | 17,254 | ||||||||||
Cash flows from financing activities: | ||||||||||||||
Proceeds from borrowings | $ | 217,647 | $ | 145,187 | ||||||||||
Repayments of borrowings | (160,696) | (49,606) | ||||||||||||
Proceeds from Rights Offering | 50,000 | — | ||||||||||||
Proceeds from Private Equity Investment | 45,000 | — | ||||||||||||
Payment of equity issuance costs | (9,524) | — | ||||||||||||
Payment of deferred financing costs | (3,669) | (2,307) | ||||||||||||
Purchase of treasury shares | (4) | (98) | ||||||||||||
Proceeds from principal stockholder expense reimbursement | 1,190 | — | ||||||||||||
Net cash flows provided by financing activities from continuing operations | 139,944 | 93,176 |
Net cash flows provided by financing activities from discontinued operations | — | — | ||||||||||||
Net cash flows provided by financing activities | $ | 139,944 | $ | 93,176 | ||||||||||
Net decrease in cash, cash equivalents and restricted cash | $ | (7,295) | $ | (12,694) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of period | 28,570 | 31,988 | ||||||||||||
Cash, cash equivalents, and restricted cash at end of period | 21,275 | 19,294 | ||||||||||||
Less: Cash, cash equivalents, and restricted cash of discontinued operations at end of period | — | — | ||||||||||||
Cash, cash equivalents, and restricted cash of continuing operations at end of period | $ | 21,275 | $ | 19,294 | ||||||||||